Unassociated Document
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549-1004
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
                                August 18, 2010                                
(Date of Report (Date of Earliest Event Reported))
 
                                 LA-Z-BOY INCORPORATED                                  
(Exact name of registrant as specified in its charter)
 
MICHIGAN
1-9656
38-0751137
(State or other jurisdiction of
(Commission
(IRS Employer
incorporation)
File Number)
Identification Number)
 
1284 North Telegraph Road, Monroe, Michigan
48162-3390
(Address of principal executive offices)
Zip Code
 
Registrant's telephone number, including area code (734) 242-1444
 
                                                                None                                                                
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 5.07  Submission of Matters to a Vote of Security Holders.
 
 
(a)
Our Annual Meeting of Shareholders was held on August 18, 2010.
 
 
(b)
There were 52,799,388 shares eligible to vote, and 46,134,779 shares, or 87.4% of the outstanding shares were voted in person or by proxy at the meeting.  The final results of the voting on the proposals submitted to a vote of the shareholders are set out below:
 
Proposal 1. Election of Directors.
 
The following individuals were elected to serve as directors for terms expiring in 2013:
 
   
Shares
    
Percent
              
   
Voted
    
Shares
    
Shares
    
Broker
  
   
In Favor
    
In Favor
    
Withheld
    
Non-Votes
  
Richard M. Gabrys
     38,626,179       96.8 %     1,271,914       6,236,686  
Janet L. Gurwitch
     39,262,361       98.4 %     635,732       6,236,686  
David K. Hehl
     39,144,308       98.1 %     753,785       6,236,686  
Edwin J. Holman
     39,483,355       99.0 %     414,738       6,236,686  
 
Proposal 2. Ratify the selection of independent registered public accounting firm for FY 2011:
 
   
Shares
    
Shares
              
   
Voted
    
Voted
    
Shares
    
Broker
  
   
In Favor
    
Against
    
Abstained
    
Non-Votes
  
Ratify the selection of the independent registered public accounting firm for FY 2011 (1)
     45,881,078       215,136       38,565       —  
 
 
(1)
Approval required affirmative votes of a majority of shares voted on the proposal.
 
Based on the votes set forth above, the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ended April 30, 2011 was ratified.
 
Proposal 3. Approve the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan:
 
   
Shares
    
Shares
              
   
Voted
    
Voted
    
Shares
    
Broker
  
   
In Favor
    
Against
    
Abstained
    
Non-Votes
  
Approve the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan (2)
     34,288,556       5,559,118       50,419       6,236,686  
 
 
(2)
Approval required affirmative votes of a majority of shares voted on the proposal.
 
Based on the votes set forth above, the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan was approved.

 
 
 
 
Proposal 4. Shareholder proposal to amend our bylaws to reorganize the Board of Directors into one class, with each director serving a term of one year:
 
   
Shares
    
Shares
              
   
Voted
    
Voted
    
Shares
    
Broker
  
   
In Favor
    
Against
    
Abstained
    
Non-Votes
  
Amend bylaws to reorganize directors into one class (3)
     29,938,907       9,824,066       135,120       6,236,686  
 
 
(3)
Approval required the affirmative vote of the holders of at least 67% of our outstanding common stock.
 
Based on the votes set forth above, the shareholder proposal to amend the bylaws to reorganize the Board of Directors into one class did not receive the required percent of affirmative votes of our outstanding common stock and therefore was not approved.

 
 
 
 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
LA-Z-BOY INCORPORATED
  
 
 (Registrant)
  
 
Date: August 20, 2010
 
 
BY:
/s/ Margaret L. Mueller
  
 
Margaret L. Mueller
 
Corporate Controller